Corporate Governance 

We advise boards and senior management on a broad range of governance matters, including crisis management, shareholder activism, proxy access, shareholder engagement, anti-takeover defenses, board structure and operations, shareholder proposals, executive and director compensation and director self-evaluations. Our lawyers include former SEC directors, former public company general counsel and board members and former federal prosecutors and senior government officials. Since 2003 we have published an annual Corporate Governance and Executive Compensation Survey, which examines the key governance structures and practices of 100 of the largest U.S. public companies.

Leveraged Finance 

Shearman & Sterling’s Leveraged Finance lawyers are leaders in the high yield and leveraged bank market. Noted for their in-depth understanding of the business and legal considerations involved in leveraged credits, our lawyers offer a combination of market experience and a broad range of capabilities in the capital markets and the syndicated lending marketplace. We represent commercial banks, investment banks, mezzanine and second-lien providers, private equity sponsors and corporate borrowers. Our team includes lawyers from the global Capital Markets and global Finance teams based in New York, London, Paris, Frankfurt, Milan, Singapore, Hong Kong and Abu Dhabi, working in close collaboration with members of the Financial Restructuring & Insolvency and Project Development & Finance teams when needed.

Clients rely on us for sophisticated, market-recognized advice and deal management for acquisition and other leveraged financings across a wide range of industries, financial sectors and jurisdictions. We provide innovative and creative approaches that anticipate the requirements of all parties to complex, multi-jurisdictional transactions, including:

  • Providing comprehensive advice for concurrent leveraged bank finance and high yield deals to finance acquisitions and recapitalizations
  • Negotiating complex debt restructurings
  • Addressing all manner of intercreditor issues arising in senior secured, unsecured and subordinated financings and first-lien/second-lien, superpriority and cross-collateralized structures
  • Structuring acquisition financings involving both private equity and strategic buyers across multiple facilities, currencies and jurisdictions